Services Agreement (UK) by OLL
A business-to-business services agreement under the law of England and Wales for engaging a consultant, freelancer or agency. Covers scope and change orders, fixed fee or day rate, late payment interest, IR35 and off-payroll working, IP ownership or licence, confidentiality, UK GDPR processor terms, liability caps and termination, with a note on each choice.
SERVICES AGREEMENT
Note: B2B use only: this Agreement is designed for use between two business parties: a company or other business engaging a service provider that is itself in business on its own account (a limited company, sole trader, freelancer, consultant, or agency). It is not suitable where the Client is a consumer (an individual acting wholly or mainly outside their trade, business, craft or profession). If either party is a consumer, the Consumer Rights Act 2015 applies: unfair terms are not binding on consumers, and the liability and limitation analysis used in this Agreement (which assumes UCTA 1977 applies) is not valid. Use a consumer-facing template instead.
PARTIES
(1) [client full legal name], a company incorporated and registered in England and Wales with company number [client company number], whose registered office is at [client registered address] (the "Client"); and
(2) [supplier full legal name], [supplier company number or delete if sole trader], whose registered office or principal place of business is at [supplier address] (the "Supplier"),
each a "Party" and together the "Parties".
Note: Supplier entity type: if the Supplier is a sole trader rather than a limited company, replace the Supplier Company Number placeholder with the words 'a sole trader trading as' followed by the Supplier's trading name. Where the Supplier is a personal service company (PSC) or other intermediary supplying the personal services of an individual, IR35 / off-payroll working may apply: see Clause 4.
BACKGROUND
The Client wishes to engage the Supplier to provide certain services on the terms set out in this Agreement, and the Supplier wishes to accept that engagement on those terms.
AGREED TERMS
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following words have the following meanings:
1.2 "Applicable Data Protection Laws" means all laws applicable to the processing of personal data and the privacy of individuals, including the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426), together with guidance issued by the Information Commissioner from time to time.
1.3 "Background IPR" has the meaning given in Clause 5.3.
1.4 "Business Day" means a day, other than a Saturday, Sunday, or public holiday in England and Wales, when banks in London are open for business.
1.5 "Confidential Information" means all information (however recorded or preserved) that one Party (the disclosing Party) discloses or makes available to the other Party (the receiving Party) in connection with this Agreement and which is either designated as confidential or which a reasonable business person would regard as confidential. It includes the terms of this Agreement and any information of a confidential nature relating to the business, operations, customers, suppliers, plans, processes, products, trade secrets, or know-how of the disclosing Party. The exclusions in Clause 6.2 apply.
1.6 "Deliverables" means all documents, reports, software, code, designs, materials, and other outputs produced by the Supplier in performing the Services, as described in Schedule 2.
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About this template
What is this template?
This document is a commercial agreement for professional services between two business entities. It contains specific technical provisions for IR35 status determinations, UK GDPR processor obligations, and moral rights waivers under the CDPA 1988, which are not found in consumer contracts. It is not suitable for consumer-to-business relationships.
When should you use it?
Use this when engaging an independent contractor or consultancy firm where you need to manage off-payroll working tax risks and ensure IP transfer. Use a Consumer Services Agreement instead if the client is an individual acting outside their trade.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2 | Services and Scope | Obliges the Supplier to provide services with reasonable skill and care while maintaining independence from the Client's day-to-day direction. |
| 3 | Fees and Payment | Permits either a fixed fee or time-and-materials rate, requiring payment within a period such as 30 days of receipt. |
| 4 | Status of Supplier | Addresses IR35 risk by establishing independent contractor status and detailing obligations under Chapter 8 and Chapter 10 of ITEPA 2003. |
| 5 | Intellectual Property | Provides options for the full assignment of Deliverables to the Client or a non-exclusive, royalty-free licence for internal business purposes. |
| 6 | Confidentiality | Prohibits the Supplier from processing the Client's Confidential Information using AI models without prior written consent and zero-retention configurations. |
| 7 | Data Protection | Sets out mandatory UK GDPR Article 28 terms for processors, including a 48-hour breach notification requirement. |
| 8 | Limitation of Liability | Establishes an aggregate liability cap often linked to 12 months of fees while prohibiting exclusions for fraud or negligence-related death. |
| 9 | Term and Termination | Allows for a fixed term or rolling engagement with a stated remedy period of 14 days for material breaches. |
Who it's for
- a UK company hiring a freelancer who operates through a personal service company
- an agency providing services to a business under England and Wales law
- a consultant requiring specific IP ownership or licensing terms for their methodologies
How long it runs and how it's signed
Law it's drafted under
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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